EXHIBIT 4.1



 





EXECUTION
COPY


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2015, by and between RITTER PHARMACEUTICALS,
INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited
liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the
parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase
Agreement”).


 


WHEREAS:


 


A.Upon
the terms and subject to the conditions of the Purchase Agreement, (i) the Company has agreed to issue to the Buyer, and the Buyer
has agreed to purchase, up to Ten Million Dollars ($10,000,000) of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), pursuant to Section 1 of the Purchase Agreement (such shares, the “Purchase
Shares”), and (ii) the Company has agreed to issue to the Buyer such number of shares of Common Stock as is required
pursuant to Section 4(e) of the Purchase Agreement (the “Commitment Shares”); and


 


B.To
induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the
Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


1.DEFINITIONS.


 


As
used in this Agreement, the following terms shall have the following meanings:


 


a.“Person”
means any person or entity including any corporation, a limited liability company, an association, a partnership, an organization,
a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


b.“Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more registration statements of the Company in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act
or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration
or ordering of effectiveness of such registration statement(s) by the U.S. Securities and Exchange Commission (the “SEC”).


 





c.“Registrable
Securities” means (i) all of the Commitment Shares and Initial Purchase Shares and (ii) such number of additional Purchase
Shares as reasonably determined by the Company, which may from time to time be, issued or issuable to the Buyer upon purchases
of the Available Amount under the Purchase Agreement, and any shares of capital stock issued or issuable with respect to the Purchase
Shares, the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend, recapitalization,
exchange or similar event, without regard to any limitation on purchases under the Purchase Agreement.


 




    	 



    	 



    

 


d.“Registration
Statement” means a registration statement of the Company covering only the sale of the Registrable Securities.


 


2.REGISTRATION.


 


a.Mandatory
Registration. The Company shall within ten (10) Business Days from the date hereof file with the SEC the Registration Statement.
The Registration Statement shall register only the Registrable Securities and no other securities of the Company. The Buyer and
its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement or any amendment to such
Registration Statement and any related prospectus prior to its filing with the SEC. The Buyer shall furnish all information reasonably
requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to have the Registration Statement
or any amendment declared effective by the SEC as soon as reasonably practicable. Subject to Section 3(e), the Company shall use
reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act and available
for sales of all of the Registrable Securities at all times until the earlier of (i) the date as of which the Buyer may sell all
of the Registrable Securities without restriction pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or
(ii) the date on which the Buyer shall have sold all the Registrable Securities and no Available Amount remains under the Purchase
Agreement (the “Registration Period”). The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


b.Rule
424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the SEC,
pursuant to Rule 424 promulgated under the 1933 Act, a prospectus and prospectus supplements, if any, to be used in connection
with sales of the Registrable Securities under the Registration Statement. The Buyer and its counsel shall have two (2) Business
Days to review and comment upon such prospectus prior to its filing with the SEC. The Buyer shall use its reasonable best efforts
to comment upon such prospectus within two (2) Business Days from the date the Buyer receives the final version of such prospectus.


 


c.Sufficient
Number of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient
to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Registration Statement
or file a new registration statement (a “New Registration Statement”), so as to cover all such Registrable
Securities as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises.
The Company shall use its reasonable best efforts to have such amendment and/or New Registration Statement become effective as
soon as reasonably practicable following the filing thereof.


 




    	 	 2	 



    	 



    

 


3.RELATED
OBLIGATIONS.


 


With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Sections 2(a) and
(c), including on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration
of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company
shall have the following obligations:


 


a.The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to any Registration
Statement and the prospectus used in connection with such Registration Statement, as may be necessary to keep the Registration
Statement or any New Registration Statement effective at all times during the Registration Period, subject to Section 3(e)
hereof and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by the Registration Statement or any New Registration Statement until such time as all of such
Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement. Should the Company file a post-effective amendment to the Registration Statement
or a New Registration Statement, the Company will use its reasonable best efforts to have such filing declared effective by the
SEC within thirty (30) consecutive Business Days as of the date of filing, which such period shall be extended for an additional
thirty (30) Business Days if the Company receives a comment letter from the SEC in connection therewith.


 


b.The
Company shall submit to the Buyer for review and comment any disclosure in the Registration Statement, any New Registration Statement
and all amendments and supplements thereto (other than prospectus supplements that consist only of a copy of a filed Form 10-K,
Form 10-Q or a Current Report on Form 8-K or any amendment as a result of the Company’s filing of a document that is incorporated
by reference into the Registration Statement or New Registration Statement) containing information provided by the Buyer for inclusion
in such document and any descriptions or disclosure regarding the Buyer, the Purchase Agreement, including the transaction contemplated
thereby, or this Agreement at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form
to which Buyer reasonably and timely objects. Upon request of the Buyer, the Company shall provide to the Buyer all disclosure
in the Registration Statement or any New Registration Statement and all amendments and supplements thereto (other than prospectus
supplements that consist only of a copy of a filed Form 10-K, Form 10-Q or Current Report on Form 8-K or any amendment as a result
of the Company’s filing of a document that is incorporated by reference into the Registration Statement or New Registration
Statement) at least two (2) Business Days prior to their filing with the SEC, and not file any document in a form to which Buyer
reasonably and timely objects. The Buyer shall use its reasonable efforts to comment upon the Registration Statement or any New
Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Buyer receives
the final version thereof. The Company shall furnish to the Buyer, without charge, any correspondence from the SEC or the staff
of the SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.


 


c.Upon
request of the Buyer, the Company shall furnish to the Buyer, (i) promptly after the same is prepared and filed with the SEC,
at least one copy of the Registration Statement and any amendment(s) thereto, including financial statements and schedules, all
documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of a Registration Statement, a copy
of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of
copies as the Buyer may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus,
as the Buyer may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned
by the Buyer.


 




    	 	 3	 



    	 



    

 


d.The
Company shall use reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification
is available, the Registrable Securities covered by a Registration Statement under such other securities or “blue sky”
laws of such jurisdictions in the United States as the Buyer reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary
to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain
such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably
necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Buyer who
holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration
or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


e.As
promptly as reasonably practicable after becoming aware of such event or facts, the Company shall notify the Buyer in writing
if the Company has determined that the prospectus included in any Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and as promptly as reasonably practical (taking
into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of premature
disclosure of such event or facts) prepare a prospectus supplement or amendment to such Registration Statement to correct such
untrue statement or omission, and, upon the Buyer’s request, deliver a copy of such prospectus supplement or amendment to
the Buyer. In providing this notice to the Buyer, the Company shall not include any other information about the facts underlying
the Company’s determination and shall not in any way communicate any material nonpublic information about the Company or
the Common Stock to the Buyer. The Company shall also promptly notify the Buyer in writing (i) when a prospectus or any prospectus
supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become
effective (notification of such effectiveness shall be delivered to the Buyer by facsimile or e-mail on the same day of such effectiveness),
(ii) of any request by the SEC for amendments or supplements to any Registration Statement or related prospectus or related information,
and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be
appropriate. In no event shall the delivery of a notice under this Section 3(e), or the resulting unavailability of a Registration
Statement, without regard to its duration, for disposition of securities by Buyer be considered a breach by the Company of its
obligations under this Agreement. The preceding sentence in this Section 3(e) does not limit whether an event of default has occurred
as set forth in Section 9(a) of the Purchase Agreement.


 




    	 	 4	 



    	 



    

 


f.The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
any Registration Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest practical
time and to notify the Buyer of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation
or threat of any proceeding for such purpose.


 


g.The
Company shall (i) cause all the Registrable Securities to be listed on each securities exchange on which securities of the same
class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such exchange, or (ii) secure designation and quotation of all the Registrable Securities if the Principal
Market (as such term is defined in the Purchase Agreement) is an automated quotation system. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section.


 


h.The
Company shall cooperate with the Buyer to facilitate the timely preparation and delivery of certificates (not bearing any restrictive
legend) representing the Registrable Securities to be offered pursuant to any Registration Statement and enable such certificates
to be in such denominations or amounts as the Buyer may reasonably request and registered in such names as the Buyer may request.


 


i.The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


j.If
reasonably requested by the Buyer, the Company shall (i) promptly incorporate in a prospectus supplement or post-effective amendment
to the Registration Statement such information as the Buyer believes should be included therein relating to the sale and distribution
of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being
sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all
required filings of such prospectus supplement or post-effective amendment promptly after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement (including by means of any document incorporated therein by reference).


 


k.The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by any Registration Statement to be
registered with or approved by such other governmental agencies or authorities in the United States as may be necessary to consummate
the disposition of such Registrable Securities.


 





l.Within
one (1) Business Day after any Registration Statement is ordered effective by the SEC, the Company shall deliver to the Transfer
Agent for such Registrable Securities (with copies to the Buyer) confirmation that such Registration Statement has been declared
effective by the SEC in the form attached hereto as Exhibit A. Thereafter, if reasonably requested by the Buyer, the Company
shall deliver to the Buyer a written confirmation of whether or not the effectiveness of such Registration Statement has lapsed
at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement
is currently effective and available to the Buyer for sale of all of the Registrable Securities.


 


m.The
Company agrees to take all other reasonable actions as necessary and reasonably requested by the Buyer to expedite and facilitate
disposition by the Buyer of Registrable Securities pursuant to any Registration Statement.


 




    	 	 5	 



    	 



    

 


4.OBLIGATIONS
OF THE BUYER.


 


a.The
Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held
by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of
such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer
in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material
change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.


 


b.The
Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing
of any amendments and supplements to any Registration Statement hereunder.


 


c.The
Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind
described in Section 3(f) or any notice of the kind described in 3(e), the Buyer will immediately discontinue disposition of Registrable
Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which
may be accomplished through electronic delivery) of the copies of the filed supplemented or amended prospectus contemplated by
Section 3(f) or 3(e). In addition, upon receipt of any notice from the Company of the kind described in Section 3(e), the Buyer
will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance
with applicable U.S. securities laws.. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to
deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice
or VWAP Purchase Notice (both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(f) or 3(e) and for which the Buyer has not yet settled.


 


5.EXPENSES
OF REGISTRATION.


 


All
reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for the Buyer,
incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation,
all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the
Company, shall be paid by the Company.


 




    	 	 6	 



    	 



    

 


6.INDEMNIFICATION.


 


a.To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Buyer, each Person,
if any, who controls the Buyer, the members, the directors, officers, partners, employees, agents, representatives of the Buyer
and each Person, if any, who controls the Buyer within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as
amended (the “1934 Act”) (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses,
(collectively, “Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or
other regulatory agency or body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue
sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the
omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as
amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under
which the statements therein were made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933
Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement
(the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall
reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees
or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything
to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim
by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration
Statement, any New Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made
available by the Company; (B) with respect to any superseded prospectus, shall not inure to the benefit of any such person from
whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit
of any other Indemnified Person) if the untrue statement or omission of material fact contained in the superseded prospectus was
corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by
the Company pursuant to Section 3(c) or Section 3(e), and the Buyer was promptly advised in writing not to use the incorrect prospectus
prior to the use giving rise to a violation; (C) shall not be available to the extent such Claim is based on a failure of the
Buyer to deliver, or to cause to be delivered, the prospectus made available by the Company, if such prospectus was theretofore
made available by the Company pursuant to Section 3(c) or Section 3(e); and (D) shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the transfer of the Registrable Securities by the Buyer pursuant to Section 9.


 




    	 	 7	 



    	 



    

 


b.In
connection with the Registration Statement or any New Registration Statement, the Buyer agrees to indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of
its officers who signs the Registration Statement or any New Registration Statement, each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act (collectively and together with an Indemnified Person, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the
Buyer set forth on Exhibit B attached hereto or updated from time to time in writing by the Buyer and furnished
to the Company by the Buyer expressly for use in the Registration Statement or any New Registration Statement or from the failure
of the Buyer to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely
made available by the Company pursuant to Section 3(c) or Section 3(e); and, subject to Section 6(d), the Buyer will reimburse
any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Buyer, which consent shall not be unreasonably withheld; provided, further, however, that the Buyer shall be liable
under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Buyer
as a result of the sale of Registrable Securities pursuant to such registration statement. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer
of the Registrable Securities by the Buyer pursuant to Section 9.


 


c.Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be, and upon such notice, the indemnifying party shall not be liable to the Indemnified Person or Indemnified Party for
any legal or other expenses subsequently incurred by the Indemnified Person or Indemnified Party in connection with the defense
thereof; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with
the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented
by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in
connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised as to the status of the defense or
any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.


 




    	 	 8	 



    	 



    

 


d.The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred. Any person receiving a payment pursuant to this
Section 6 which person is later determined to not be entitled to such payment shall return such payment to the person making it.


 


e.The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.CONTRIBUTION.


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities who
was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 


8.REPORTS
AND DISCLOSURE UNDER THE SECURITIES ACTS.


 


With
a view to making available to the Buyer the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation
of the SEC that may at any time permit the Buyer to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees, at the Company’s sole expense, to:


 


a.make
and keep public information available, as those terms are understood and defined in Rule 144;


 


b.file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements and the filing of such reports and other documents is required to satisfy
the current public information requirements of Rule 144;


 


c.furnish
to the Buyer so long as the Buyer owns Registrable Securities, as promptly as practicable at Buyer’s request, (i) a written
statement by the Company that it has complied in all material respects with the requirements of Rule 144(c)(1)(i) and (ii), and
(ii) such other information, if any, as may be reasonably requested to permit the Buyer to sell such securities pursuant to Rule
144 without registration; and


 




    	 	 9	 



    	 



    

 


d.take
such additional action as is requested by the Buyer to enable the Buyer to sell the Registrable Securities pursuant to Rule 144,
including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the
Company’s Transfer Agent as may be reasonably requested from time to time by the Buyer and otherwise fully cooperate with
the Buyer and the Buyer’s broker to effect such sale of securities pursuant to Rule 144.


 


The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that
Buyer shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or
permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms
or provisions.


 


9.ASSIGNMENT
OF REGISTRATION RIGHTS.




 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer.
The Buyer may not assign its rights under this Agreement without the prior written consent of the Company.


 


10.AMENDMENT
OF REGISTRATION RIGHTS.


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the Company and the Buyer.


 


11.MISCELLANEOUS.


 


a.Any
notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii)
upon receipt, when sent by electronic message (provided the recipient responds to the message and confirmation of both electronic
messages are kept on file by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:


 


If
to the Company:


 


Ritter
Pharmaceuticals, Inc.


1880
Century Park East, #1000


Los
Angeles, CA 90067


	 	Telephone:	310-203-1000
	 	Facsimile:	310-919-1600
	 	Attention:
    	Michael
    D. Step
	 	Email:	mike@ritterpharma.com



 



    	 	 10	 



    	 



    

 


With
a copy (which shall not constitute notice) to:


 


Reed
Smith LLP


1901
Avenue of the Stars, Suite 700


Los
Angeles, CA 90067


	 	Telephone:	310-734-5232
	 	Facsimile:	310-734-5299
	 	Attention:
    	Michael
    Sanders, Esq.
	 	Email:	msanders@reedsmith.com


 


If
to the Buyer:


 


Aspire
Capital Fund, LLC


155
North Wacker Drive, Suite 1600


Chicago,
IL 60606


	 	Telephone:	312-658-0400
	 	Facsimile:	312-658-4005
	 	Attention:	Steven
    G. Martin
	 	Email:	smartin@aspirecapital.com


 


With
a copy (which shall not constitute notice) to:


 


Morrison
& Foerster LLP


2000
Pennsylvania Avenue, NW, Suite 6000


Washington,
DC 20006


	 	Telephone:	202-778-1611
	 	Facsimile:	202-887-0763
	 	Attention:	Martin
    P. Dunn, Esq.
	 	Email:	mdunn@mofo.com


 


or
at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party one (1) Business Day prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine containing the time, date, and recipient facsimile number, (C) electronically generated
by the sender’s electronic mail containing the time, date and recipient email address or (D) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of receipt in accordance with clause (i), (ii), (iii) or (iv) above,
respectively. Any party to this Agreement may give any notice or other communication hereunder using any other means (including
messenger service, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly
given unless it actually is received by the party for whom it is intended.


 


b.No
failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power
or privilege.


 




    	 	 11	 



    	 



    

 


c.The
laws of the State of Delaware shall governall issues concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of Chicago for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


d.This
Agreement, the Purchase Agreement and the other Transaction Documents constitute the entire understanding among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement, the Purchase Agreement and the other
Transaction Documents supersede all other prior oral or written agreements between the Buyer, the Company, their affiliates and
persons acting on their behalf with respect to the subject matter hereof and thereof.


 


e.Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


f.The
headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


g.This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
or pdf (or other electronic reproduction of a) signature shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic reproduction
of a) signature.


 


h.Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i.The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party.


 


j.This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not
for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


*
* * * *


 




    	 	 12	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above
written.


 


	 	THE
    COMPANY:
	 	 
	 	RITTER PHARMACEUTICALS,
    INC.


 


	 	By:
    	/s/
    Michael D. Step 
	 	Name:	Michael D. Step
	 	Title: 	Chief Executive
    Officer




 


	 	BUYER:
	 	 
	 	ASPIRE
    CAPITAL FUND, LLC
	 	BY:
    	ASPIRE
    CAPITAL PARTNERS, LLC
	 	BY:
    	SGM
    HOLDINGS CORP.


 


	 	By:	/s/
    Steven G. Martin 
	 	Name:	Steven
    G. Martin
	 	Title:
    	President


 




    	 



    	 



    




 


EXHIBIT
A


 


FORM
OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT


 


[Date]


 


Corporate
Stock Transfer, Inc.


3200
Cherry Creek South Drive, Suite 430


Denver,
CO 80209


Attention:
H. Daniel Bell


 


RE:
RITTER PHARMACEUTICALS, INC.


 


Ladies
and Gentlemen:


 


We
refer to that certain Common Stock Purchase Agreement, dated as of December 18, 2015 (the “Purchase Agreement”),
entered into by and between RITTER PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and
ASPIRE CAPITAL FUND, LLC (the “Buyer”) pursuant to which the Company has agreed to issue to the Buyer
shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), in an amount up
to Ten Million Dollars ($10,000,000), in accordance with the terms of the Purchase Agreement. In connection with the transactions
contemplated by the Purchase Agreement, the Company has registered with the U.S. Securities and Exchange Commission (the
“SEC”) the sale by the Buyer of the following shares of Common Stock:


 


	 	(1)	up
    to [Total # of Purchase Shares, including Initial Purchase Shares] shares of Common Stock to be issued upon purchase
    from the Company by the Buyer from time to time (the “Purchase Shares.”); and
	 	 	 
	 	(2)	188,864
    shares of Common Stock which have been issued to the Buyer as a commitment fee (the “Commitment Shares”).
    


 


In
connection with the transactions contemplated by the Purchase Agreement, the Company has filed a registration statement on Form
S-1 (File No. 333_________) (the “Registration Statement”) with the SEC relating to the sale by the Buyer of
the Purchase Shares and the Commitment Shares. Accordingly, we advise you that (i) the SEC has entered an order declaring the
Registration Statement effective under the Securities Act of 1933 Act (the “1933 Act”) at ___ [A./P.]M. on __________,
201_, (ii) we have no knowledge, after review of the stop order notification website maintained by the SEC, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC and (iii) the Purchase Shares and the Commitment Shares are available for sale under the 1933 Act pursuant to the Registration
Statement. Accordingly, and in reliance on certain covenants made by the Buyer regarding the manner of sale of the Shares, certificates
representing the Shares may be issued without any restrictive legend.


 


	 	Very
    truly yours,
	 	 	 
	 	By:
    	 
	 	 	[Company
    Counsel]


 


CC:Aspire
Capital Fund, LLC


 




    	 



    	 



    

 


EXHIBIT
B


 


Information
About The Buyer Furnished To The Company By The Buyer


Expressly
For Use In Connection With The Registration Statement and Prospectus


 


Aspire
Capital Partners LLC (“Aspire Partners”) is the Managing Member of Aspire Capital Fund LLC (“Aspire Fund”).
SGM Holdings Corp (“SGM”) is the Managing Member of Aspire Partners. Mr. Steven G. Martin (“Mr. Martin”)
is the president and sole shareholder of SGM, as well as a principal of Aspire Partners. Mr. Erik J. Brown (“Mr. Brown”)
is the president and sole shareholder of Red Cedar Capital Corp (“Red Cedar”), which is a principal of Aspire Partners.
Mr. Christos Komissopoulos (“Mr. Komissopoulos”) is president and sole shareholder of Chrisko Investors Inc (“Chrisko”),
which is a principal of Aspire Partners. Each of Aspire Partners, SGM, Red Cedar, Chrisko, Mr. Martin, Mr. Brown, and Mr. Komissopoulos
may be deemed to be a beneficial owner of common stock held by Aspire Fund. Each of Aspire Partners, SGM, Red Cedar, Chrisko,
Mr. Martin, Mr. Brown, and Mr. Komissopoulos disclaims beneficial ownership of the common stock held by Aspire Fund.


 


Plan
of Distribution


 


The common
stock may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers,
dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the
prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the common stock offered
by this prospectus may be effected in one or more of the following methods:


 


	 	●	ordinary
    brokers’ transactions;
	 	 	 
	 	●	transactions
    involving cross or block trades;
	 	 	 
	 	●	through
    brokers, dealers, or underwriters who may act solely as agents;
	 	 	 
	 	●	“at
    the market” into an existing market for the common stock;
	 	 	 
	 	●	in
    other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected
    through agents;
	 	 	 
	 	●	in
    privately negotiated transactions; or
	 	 	 
	 	●	any
    combination of the foregoing.


 


In order
to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for
sale in the state or an exemption from the registration or qualification requirement is available and complied with.


 


The selling
stockholder may also sell shares of common stock under Rule 144 promulgated under the Securities Act, if available, rather than
under this prospectus. In addition, the selling stockholder may transfer the shares of common stock by other means not described
in this prospectus.


 


Brokers,
dealers, underwriters, or agents participating in the distribution of the shares as agents may receive compensation in the form
of commissions, discounts, or concessions from the selling stockholder and/or purchasers of the common stock for whom the broker-dealers
may act as agent. Aspire Capital has informed us that each such broker-dealer will receive commissions from Aspire Capital which
will not exceed customary brokerage commissions.


 




    	 



    	 



    

 


The selling
stockholder and its affiliates have agreed not to engage in any direct or indirect short selling or hedging of our common stock
during the term of the Purchase Agreement.


 


The selling
stockholder is an “underwriter” within the meaning of the Securities Act.


 


We have
advised the selling stockholder that while it is engaged in a distribution of the shares included in this prospectus, it is required
to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made
in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect
the marketability of the shares offered hereby this prospectus.


 


We may suspend
the sale of shares by the selling stockholder pursuant to this prospectus for certain periods of time for certain reasons, including
if the prospectus is required to be supplemented or amended to include additional material information.


 


This offering
as it relates to Aspire Capital will terminate on the date that all shares offered by this prospectus have been sold by Aspire
Capital.